Running Away
by AlphaRidley
Summary: Running, it's all Chrysalis has ever done since she was born. Running from her emotions, from her heritage, from Celestia, and now she's on the run again, but this time is different. Twilight Sparkle doesn't give up as easily as Celestia did...Chrylight in future chapters.
1. Prologue

The Wastelands.

A desolate place where poisonous sulfur dioxide gas kills all who enter; a place devoid of all life. The rain won't fall, the trees won't grow, not even a tumbleweed can be seen rolling through. Nothing but barren earth for as far as one can see.

Long, long ago, in the time before Nightmare Moon, the Wastelands used to be known as FlutterValley. The home of the peaceful Flutterponies. Too bad the peace didn't last.

The Flutterponies watched in horror as their home burned, helpless to do anything. They reached out to Celestia for help, but Celestia didn't answer, nopony did. It was on that day, as the remains of their home burned to ash, that a seed was planted within the hearts of the Flutterponies.

This seed corrupted them, mutated them, until the only part of them that even remotely resembled what they had once been was the delicate wings attached to their backs. And even their wings had been affected by the seed of corruption.

It was upon that day that the Flutterponies took a new name, one that would strike fear into the hearts of foals for many a year to come.

Changelings.

They traversed the lands of Equestria, feeding off the love the ponies, wreaking their vengeance upon those that had abandoned them in their time of one day, led by Queen Chrysalis, their first and only queen, the Changelings flew back to the Wastelands, where they would hide underground for one thousand years, biding their time.

When the Changelings returned it was clear they had fallen on rough times. Not only was the army they came back with half the size it had been, but they looked half starved.

Needless to say they were beaten back, the Elements of Harmony protected Equestria, expelling the dying nation into the Everfree forest, and in doing so, placed the Changelings on the extinction so it was assumed.

For one Changeling survived, the strongest Changeling of them all, the one that still had a reason to live... Queen Chrysalis. Unfortunately for the queen of the Changelings, she could not just lay eggs and wait until it hatched, because it wouldn't. She needed another Changeling to fertilize the egg by giving it the love that she gave to them after she had collected it.

She was the last of her kind. Good thing she was immortal. Queen Chrysalis was pissed at the Equestrians... No, that's an understatement. She wanted to murder every last one of them. But she wouldn't do it even if she had that kind of power, she wasn't that kind of pony.

She hid within the Everfree forest, just outside Equestria's borders. They couldn't hold her prisoner even if they found her. Chrysalis had fallen as far as she possibly could, reduced to letting bats nest on her to obtain the love her species needed to survive. She was a truly pitiful sight.

The bats followed Chrysalis everywhere, swarming around her as they fought for a place on her black exoskeleton, and giving away her position at the same time. It made Chrysalis sick with disgust.

"The bats are this way, I can hear them fighting! Ohhh, I can't wait to tell the Princess all about it!"

Chrysalis froze in place, the bats calming down as they each found a spot, effectively hiding her from view.

She knew that voice, it was the voice of the Unicorn that ruined her plans, she internally pleaded to any and all gods for Twilight Sparkle to go away and leave her bad Discord was the god that decided to answer.

Chrysalis could hear Twilight Sparkle walking in circles around her. Fear gripped her black heart mercilessly, and it had no intention of letting go.

"Why would bats nest in the shape of an Alicorn? Hmm..."

The sound of a quill writing on paper alerted Chrysalis to the fact that Twilight was taking notes. Chrysalis muttered a curse underneath her breath, her eyes widening when she realized that Twilight would no doubt hear her in the silence that surrounded this section of the forest.

Twilight's warm breath blew on the bats covering her face. They shifted slightly under the assault.

Chrysalis opened her eyes and mouth, using her magic to create a soft green light pouring out of them, hopefully giving off the illusion that she was a magic statue or something.

_"GO AWAY."_ Chrysalis boomed stoically, making sure to magically disguise her voice on the off chance that Twilight recognized it. Discord must have been having a terrible day so far, because Twilight Sparkle did not leave, instead she just continued to take notes.

Chrysalis's patience began to grow thin. Raising a forehoof up off the ground slowly, so the bats could hang on, she took a step forward, using her magic to send a shockwave through the ground, making it seem to the casual observer that Chrysalis was much heavier than she actually was. Twilight Sparkle was smarter then that.

_"GO AWAY."_ Chrysalis repeated, lowering her head until she was on eye-level with Twilight.

"No."

Chrysalis ground her teeth together in fury._ "WHY NOT?"_

"I've never seen anything like you before, it's my duty as Princess Celestia's student to report any unusual phenomena." Twilight replied nonchalantly.

"WHAT!" Chrysalis roared as she transformed into an adult female wyvren, the bats scattering as green flames engulfed her form. Then she realized her mistake, she had forgotten to disguise her voice.

Twilight Sparkle looked up instantly, eyes wide open with terror. "C-Ch-Chrysalis?" She stuttered. Twilight might have stood up against her before, but this was the one pony she had ever seen defeat Princess Celestia, and her friends weren't there.

Chrysalis took her chance to escape while Twilight was paralyzed with fear, and quickly took to the skies, still in the shape of a wyvren.

**A/N: I already have the next four chapters of this posted on my Fimfiction account, so I'll probably post them here soon. What do you guys think?**


	2. Trapped in a tunnel

_~Ten minutes later~_

Chrysalis flew over the Everfree forest as fast as she could, obliterating any abnormally tall trees that got in her path.

_'Buck!'_ Chrysalis cursed in her head as one of her wings was hit by a bolt of magic, sending her crashing into the ground. Releasing a pulse of magic that burned every plant within a ten meter radius, Chrysalis quickly jumped back into the air and continued to fly away from Twilight Sparkle.

_'Faster'_

The wind whispered the word in her ears as it blazed past. It was such a simple word, but it unleashed a savagery in her that forced her to follow her instincts and not to over think things for once, forced her to push herself until she dropped to the earth in exhaustion.

A primal roar ripped it's way out of her throat as her magic began to build up around her like it had a mind of it's own. With every wing beat she took, every breath she released, her magic visibly pulsed in time with the heart that hammered away deep within her chest. Her magic left a scar upon anything it touched, leaving not only a visible trail, but a magical one as well. Easy for a Unicorn of Twilight Sparkle's caliber in magic to track.

A growl rose in the back of Chrysalis's throat as she heard Twilight's voice. Why couldn't Twilight just leave her alone? A flash of purple off to Chrysalis's right caught her eye, the only warning she got before a magical dome crashed on top of her, send her smashing into the ground.

Chrysalis snarled in fury as green flames once more enveloped her body as she changed back into her normal form. Spittle flew from her mouth to the translucent walls of the dome where it oozed downwards towards the ground. Her horn lit up as her magic discharged into the air like lightning, each individual bolt slamming into the dome with incredible force. The air smelt of burnt rubber by the time Twilight Sparkle arrived.

Chrysalis smashed her horn against the dome, grunting as pain exploded in her head. While the love the bats gave her kept her alive, it wasn't enough to keep her going for long unless they were around.

Twilight watched silently as Chrysalis's eyes lost their luster and closed. The magic dome dissipated into the air as she rushed forwards to catch the fallen queen before she hit the ground.

Chrysalis awoke in a dark and damp room, a cave by the smell of it. She laughed; it felt good to laugh. She hadn't truly laughed since she was a child, back before their home burned to the ground. Not to say that laughing lifted her spirits, because it didn't. It did, however, make her feel slightly more comfortable, and it took her mind off the fact that she was more or less powerless at the moment.

Her laughing stopped abruptly as a purple light filtered into the cave and shone directly in her eyes, causing her to hiss in pain as they began to water. Changelings, being nocturnal in nature, hated the sun and any other source of bright light, Chrysalis was no exception.

The atmosphere within the cave suddenly became tense as Twilight Sparkle walked in, her magic the source of the burning light. Chrysalis was forced to shield her eyes with her hooves until they adjusted to the light. She groaned as she began to get a headache.

"You're awake."

It was a statement, an observation, not an insult or a taunt like Chrysalis had been expecting. "Why did you chase me?" The words were like lead in Chrysalis's throat, she'd obviously been unconscious for several days.

"Would you like some water?" Twilight completely ignored Chrysalis's question and levitated a bowl filled with water in front of her. Chrysalis nodded reluctantly, the need for water overriding the need for her question to be answered.

Twilight levitated placed the bowl in front of Chrysalis, watching curiously as the Changeling greedily gulped down the water as if it was the last she'd get for several days. When Chrysalis was done she pushed the bowl towards Twilight with her horn, too tired to lift herself up so she could use a hoof to push it over.

Twilight levitated the bowl over to a nearby rock, carefully placing it down before returning her attention to Chrysalis. "Well, I wanted to talk to you. It's not every day you meet the Queen of the Changelings after all." After a few seconds of an _'Oh really?'_ look from Chrysalis Twilight continued. "And I wanted to know why you were in the Everfree forest."

Chrysalis laughed in her face, she couldn't help it, Twilight Sparkle was just too funny. It took several minutes before Chrysalis had stopped laughing and could breathe properly again. She couldn't believe that Twilight Sparkle, the protege of Princess Celestia, could be so blind to the things right in front of her. "You're kidding, you're kidding right?" The grin on her face faded when Twilight didn't respond. "You're not kidding..." Chrysalis drifted off as her mind tried to think of a proper way to respond to the shocking news that she had just been told.

"Well If you must know," Chrysalis began as she moved her hooves from her face and looked up at her captor for the first time. "I was using the bats as a food source of love, a source that's now gone thanks to you."

Twilight had the decency to look ashamed. "I-I'm s-sorry, I didn't know..."

"Sorry doesn't cut it." Chrysalis sneered. She opened her mouth again to insult Twilight, but decided against it at the last moment. "Where are we anyway?" She asked instead.

Twilight turned her head away, mumbling something under her breath.

"What was that?" Chrysalis asked as she stood up.

Twilight mumbled again, shuffling her hooves nervously.

Chrysalis was beginning to become annoyed. "Spit it out will you?" She spat.

"I don't know!" Twilight shouted, lowering herself to the ground and placing her hooves protectively over her head.

Chrysalis's eye twitched in disbelief. **"WHAT!"**


	3. Storms are bad for a Changeling's health

It was several minutes later when Chrysalis finally stopped ranting. She mentally cursed as her hooves collapsed underneath her, shouting had used up the little energy she had managed to regain while she was unconcious.

"Find the bats you stupid Unicorn." Chrysalis muttered, hoping Twilight would hear her.

Twilight removed her hooves from atop her head and cocked an ear in Chrysalis's direction. "What'd you say?" She asked, looking at Chrysalis with what appeared to be concern.

This bothered Chrysalis greatly. Why would she looked concerned? She was the one who had ruined Chrysalis's life, she had no right to look at her with concern! Chrysalis opened her mouth to snap at Twilight, but found she didn't have the energy to do so. The only sound that came out was a gurgling, like the kind before someone coughs up blood and dies.

Abandoning her fear of the Changeling queen, Twilight rushed forward. Her horn glowed as she scanned Chrysalis's body with her magic, searching for what was wrong with her.

Chrysalis's eyes, which had been drooping not seconds before, stretched open wide as her body sensed love coming off of Twilight. It made no logical sense, but Chrysalis was too starving to care at the moment. Her serpentine tongue flicked in and out rapidly, greedily sucking in the love that was flowing off of Twilight. It wasn't much, but it was enough that Twilight felt the effects of being drained.

Twilight stepped back in shock as a sudden wave of nausea washed over her. She looked down suspiciously at Chrysalis, who had fallen asleep, her chest rising and falling slowly. Twilight smiled, she did look kind of cute when she was asleep.

Twilight's eyes widened and she proceeded to shake her head back and forth, trying to erase what she had just thought from her mind.

"Hmm..." Twilight hummed to herself as she looked over towards the cave entrance. "I should probably go see if the weather has cleared up."

Being extra careful not to make any loud noises lest she wake up Chrysalis and incur the Changeling's wrath, Twilight trotted over to the entrance and poked her head out.

A large storm had passed through while Twilight was attempting to move Chrysalis, forcing her to take shelter in the nearest safe place, which just so happened to be a collection of underground tunnels. It wasn't very comfortable to Twilight, she hadn't been able to get any sleep in a day and a half because the damp soil felt weird, but Chrysalis seemed to enjoy how it felt, so they stayed. Not like they had any other place to go.

Twilight sighed as she was drenched with rainwater, she shouldn't have gotten her hopes up. Shivering uncontrollably as she went back inside, Twilight walked back over to Chrysalis, she was too cold to care if Chrysalis got angry at when she woke up, that was future Twilight's problem.

Sighing in relief as her body began to warm up again, Twilight's eyes began to feel heavy. Her mind was telling her that the cold damp ground didn't right to sleep on, but her body was exhausted and decided it wanted to sleep.

Chrysalis shifted in her sleep, bumping into something warm next to her. The contact with the warm object woke up Chrysalis. Chrysalis groaned in annoyance as her eyes fluttered open. Whatever was in front of her was cry blurry, and purple. Her pupils shrunk as the purple object came into focus. It wasn't a purple object at all, it was Twilight Sparkle.

Chrysalis was not used to waking up next to anyone, or even warm for that matter, having slept alone for the vast majority of her life. Chrysalis had refused to let any of her children sleep with her. Why should she get the choice to be comfortable while she slept if her children could not have the same luxury?

_'But they're all dead, or did you forget that already?_

"No, but it's my fault they're dead, It's not fair if I don't make my life as miserable as possible to compensate." Chrysalis muttered to what was without a doubt her conscience speaking. After standing up and shaking her head to clear her thoughts, Chrysalis walked in a random direction.

_'I have an idea, why don't you make more? If you can get Twilight to truly love you then you can use that love to fertilize your eggs.'_

"No, I won't do that, I have not fallen so far as to resort to _that_."

_'Just listen to yourself talk for a second why don't you? I haven't fallen that far? What a pathetic excuse! You have nothing left to live for! If you won't revive your race then you're just a waste of space, you might as well just DIE!'_

**"SHUT UP!"** Chrysalis roared at her conscience.

"C-Ch-Chrysalis?"

**"WHAT?!"** Chrysalis snapped as she looked over at Twilight, who was awake and looking at her with wide eyes.

Twilight yelped and flinched back in fear, pressing herself against the wall of the tunnel to try and make herself as small as possible.

Chrysalis's rage evaporated as she realized what she had done, and she hung her head in shame. Twilight was the only thing that could keep her alive at the moment, Chrysalis shouldn't have taken her anger out on the poor mostly innocent Unicorn who had probably just been concerned for her."I-I'm sorry." She murmured just loud enough for Twilight to hear.

"I-It's okay." Twilight replied after a minute. "W-why don't you come back in here? You'll catch Hypothermia if you stay out in the rain much longer."

It took Twilight mentioning it for Chrysalis to realize that she was indeed standing in the rain, and that she felt like she was freezing to death. Chrysalis lunged back into the safety of the tunnel, but was unable to move after that. Being a very distant relative to insects, Changelings couldn't stay in the cold for very long before their joints would lock up, rendering them helpless to everything and anything that was in the vicinity.

After Twilight had brought her over with her magic and she had recovered enough warmth to move, Chrysalis cuddled up against Twilight even though her body was screaming at her not to. Twilight had the warmth she needed, so her instincts be damned she was going to get it even if it meant reducing herself to doing something like this.


	4. Broken Wings

"Wake up."

"Mmm..." Chrysalis groaned, and nuzzled Twilight's neck, not liking being woken up. She was very comfortable right now, and she really didn't give a damn if Twilight didn't want to cuddle anymore.

A sigh escaped the mare she was spooning. "The storm has passed."

Chrysalis bolted into a standing position, instantly wide awake, and not noticing the slightly depressed expression on Twilight's face, literally jumped for joy. "Took the stupid thing long enough!"

Looking over at Twilight she finally took note of how sad the Unicorn was acting, almost as if she didn't want to go back to Ponyville. "What's the matter?" Chrysalis asked as she stopped jumping and calmed down. "I thought you'd be glad to be able to go back and see your friends?" Chrysalis' eyes narrowed in thought as Twilight grimaced momentarily. "Oh... Don't tell me you'll actually miss me?"

Chrysalis grinned and giggled as Twilight jerked her head up, her eyes wide and her mouth hanging open in shock. "I'm just kidding of course, no need to take it so personally." She continued, mistaking Twilight's shock for outrage.

Twilight looked at Chrysalis with an ounce of longing as the Changeling queen turned around and skipped down the tunnel towards the entrance, head held high and her wings twitching in anticipation. _'But I will miss you...'_Twilight thought as she grudgingly got to her hooves and followed Chrysalis.

Twilight had grown somewhat attached to Chrysalis over the past few days they had spent trapped together in the tunnel, she liked this new, at least to her, caring side of Chrysalis who liked to cuddle all day long. She couldn't fathom why the mere thought of leaving the Changeling made her sick to her stomach, but it did. She would have to ask somepony about it once she returned to Ponyville.

Twilight climbed out of the tunnel with Chrysalis' help, she was much weaker than normal, having been the only food source for the starving Changeling Queen for at least three days, and not being able to eat much except some edible wild mushrooms that grew within the tunnel. She was hoping Chrysalis would at least have the decency to take her back to Ponyville.

"Hop on."

Twilight looked taken aback by the suggestion. Did Chrysalis really just say that?

Chrysalis rolled her eyes and let out a groan of annoyance. "I'll take you back to Ponyville, you'll never reach it without in your condition. I want to get there quickly, so it's best for you to just jump on so I can fly us there."

Nodding her head in agreement Twilight pulled her body up onto Chrysalis' back. She had to fight the urge to sigh in relief. Even though the storm had passed, it was still chilly outside, especially when you were flying through the air at around seven in the morning. Twilight was glad for the heat that Chrysalis' body gave off. Twilight's ear perked up as a low rumbling sound filled the air. As far as she knew the storm had passed, so why did she hear thunder?

"You have gotta be kidding me." Twilight opened her eyes as Chrysalis talked, and fought the urge to shout her disbelief. The storm had passed yesterday, this wasn't fair at all!

A scream ripped out of Chrysalis as she was struck by a bolt of lightening, her wings shattered, splattering her greenish blood all over Twilight as Gravity took hold and brought them back down into the forest.

To Twilight's surprise, the lightening didn't affect her, she would have to find out why later, she had an injured Changeling screaming bloody murder to help. Picking herself up off Chrysalis and fighting the urge to throw up, Twilight levitated Chrysalis out of the small crater they had made when landing and scanned the Changeling to see how badly the lightening had injured her.

Luckily for the Changeling queen, the lightening hadn't fried the nerves in her back that connected to her exploded wings, so they would probably grow back over the next few weeks. Twilight still thought this was weird, but Chrysalis had informed her when they were in the tunnel that she had lost her wings before, so she would just have to accept it. After putting Chrysalis to sleep with a spell she had learned a few days before she had wandered into the Everfree to study the bats that had been feeding the Changeling queen, Twilight ripped a bunch of leaves off a nearby tree and pressed them against the base of her wings to stop the bleeding. If Chrysalis survived this then she would owe Twilight, what exactly she would owe Twilight would think of later.

Once the bleeding had stopped and Twilight was satisfied that the storm had calmed down enough for them to get a move on, she levitated the unconscious Changeling into the air and picked what looked like the direction they had been flying in, which was hopefully the way to Ponyville.

"Are you _bucking_ serious?" Twilight snarled as it began raining again. She didn't know what they had done to deserve this kind of treatment from the weather, but it was really starting to piss her off. At this rate Chrysalis was going to die of hypothermia unless Twilight could find a safe place for them to hunker down until Chrysalis could wake up. Deciding that she wasn't going to get lucky and find another underground tunnel like last time, Twilight walked over to a tree and after laying Chrysalis down against the trunk, settled down next to her and began fashioning a blanket out of grass. She could only hope that Chrysalis would last a full twenty-four hours, when Twilight would be able think clearly and try to find a way out of here.


	5. Returning home

Chrysalis hated how fragile her wings were. She had lost them at least five times during her long life, and each time she woke up after losing them, she could barely walk without help.

"How are you feeling?"

Chrysalis glared at Twilight. "What do you think?" She growled, gritting her teeth against the pain flowing in her back.

Twilight smiled lightly. "I'll take that as better then before." A couple days ago she would have flinched when Chrysalis growled at her, now she looked calm and collected.

"Hurrggh..." Chrysalis struggled to her hooves. She was better than this. She didn't want to look weak in front of Twilight, because even if they had worked together while they were trapped, they were still enemies at the end of the day.

"What are you doing?" Twilight fought the urge to stop Chrysalis. She knew that Chrysalis would get very angry if she did, she'd have to make her see reason if she wanted to help the stubborn Changeling.

"Heh." Chrysalis chuckled, grimacing as the simple sound generated pain within her chest. "I'll be fine, I've survived losing my wings before, It's not like I'm going to die because of a little pain. Why don't we just focus on getting you back home? That should be our first objective." Chrysalis' hooves threatened to collapse beneath her and her body convulsed as she fell into a coughing fit.

Twilight's body screamed at her to help Chrysalis, but her mind refused to follow through unless Chrysalis gave her the ok. "Chrysalis..." She murmured just loud enough for her to hear. "You're only hurting yourself, why don't you let me help you? There's no shame in asking for help sometimes, and I won't think any less of you."

Once Chrysalis had recovered from her coughing fit she stared at the ground. "No." She finally decided. "I'm just fine." She began taking slow steps forwards, biting her tongue so she didn't scream.

Twilight sighed. She didn't want to play this card, but she had to if Chrysalis wouldn't accept her help. "What would your subjects think if they saw you like this? Do you think they'd want their queen to be hurting herself?"

Chrysalis froze, and slowly started shaking. Twilight reached forward, opening her mouth to apologize, but stopped when she realized that Chrysalis wasn't crying, she was laughing. "What does that matter? They're all dead."

Twilight winced, but shoved the growing feeling of sorrow back down, she didn't have time to cry right now, Chrysalis needed help, and she was the only pony willing to give it to her. "But if they weren't, what would they say?"

Chrysalis stopped walking, her head hung down as she became lost in her memories. "They'd tell me to stop bring such a stubborn brat."

Twilight smiled and walking closer, silently coaxed the injured Changeling queen onto her back. Being smaller than Chrysalis, Twilight had to use her magic to make sure she stayed in place on her back and didn't fall off.

She walked in silence, enjoying the warmth Chrysalis' body gave off. She still thought it was odd that a cold blooded creature like a Changeling could feel so warm, but she didn't question it. When Chrysalis had tried to explain it to her in the tunnel she had become so frustrated at the lack of logic that Chrysalis was forced to hug her until she calmed down.

It was pretty funny now that she looked back on it, she got angry at the most bizarre things.

"Hmm..."

Twilight's eyes widened and her heart started beating faster in her chest as Chrysalis hummed in contentment into the back of her neck. Twilight felt a shiver rack her body when Chrysalis' warm breath cane into contact with the nape of her neck.

Twilight glanced up at the sky, and was surprised to see that the sun was beginning to set. She knew that Chrysalis had been asleep for the better part of the day, but she hadn't thought that it had been twelve hours. They would need to reach Ponyville soon if they didn't want to be sleep under a tree again.

As luck would gave it, Ponyville cane into view as they reached the top of a small hill. "Chrysalis, we're at the edge of the forest." Twilight felt Chrysalis' body tense, and a feeling of dread began to crawl up her throat, threatening to suffocate her.

Chrysalis slid off Twilight's back, her legs shook as they were once again forced to bear her weight. "Well..." Chrysalis said as she looked up into Twilight's eyes. "Go on then, I'm sure your friends have been worried sick."

"Why don't you come with me? I'm positive I can convince my friends to give you a second chance."

Chrysalis snorted and shook her head. "I highly doubt that, and even if you could, your precious Celestia would never allow me to stay, not after what I did."

Twilight's eyes dropped to the ground. "I'm not going go be able to convince you otherwise am I?"

Chrysalis shook her head no. "I'm a Changeling. Ponies and my kind don't mix very well."

"Goodbye." Twilight muttered as she turned to face Ponyville. "I hope I can see you again sometime. You're a lot nicer than you give yourself credit for." Twilight walked towards Ponyville without another word.

Chrysalis watched as Twilight's friends came out of their houses and hugged her. "It's for the best..." She said to herself as she limped back into the Everfree.

Chrysalis hadn't gotten very far before a growling sound to her right froze her in her tracks. Chrysalis' eyes widened to the side of dinner plates as the owner of the growl stepped out from the bushes._"You've gotta be shitting me."_


	6. Memories

It had been two days since Twilight had returned to Ponyville, and already she missed Chrysalis to the point that she was becoming antisocial again.

"Hey Twilight?"

Twilight jerked her head away from the floor. Spike stood in front of her, twiddling his hands nervously and looking at her with concern. She gave her assistant a warm smile, hoping to alleviate his fears.

"Yes?" She asked him.

"Well... Ever since you came back you've been acting strange. I'm worried for you, we all are."

"I'm just thinking of what happened while I was trapped out there. It'll take more than a few days before I start feeling well again. But don't you worry, I'll be right as rain soon enough."

Her words seemed to soothe Spike, who nodded and walked off without another word. Twilight had used that same excuse several times over the past two days, and she did feel terribly guilty about it.

Twilight hated to lie to Spike, she really did, but she couldn't just tell him that she was thinking about Chrysalis. That would almost surely cause him to start asking questions, which would spell bad news for her if he asked Princess Celestia or Luna.

Twilight sighed and looked down at her hooves, willing herself to get re-lost within the memories of her and Chrysalis trapped in the tunnel.

**~Flashback~**

_"Oh Twiiiiiiiilight?"_

_Twilight grumbled in her sleep. She wished whoever was bothering her would go away and leave her to sleep in peace; she was absolutely exhausted._

_"Go away." She mumbled, pressing her hooves against the chest of her assailant in a silent message to leave her alone._

_"Waaaake up Twilight, I've got a brand new mint condition book for you..."_

_Twilight's shot open instantly, at first she thought it was too dark to see anything, but then everything began to come into focus. There was a pair of green eyes staring down at her. Twilight's pupils dilated in fear and she let loose a loud scream. Pushing herself away from the pony that had been laying over top of her, she scrambled to her hooves, her chest heaved with every breath she took. Twilight was not used to waking up like that, and she didn't want to become used to it._

_The pony had been Chrysalis, who was now rolling on the floor laughing her flank off. Her hooves clutched her stomach as she struggled to breath._

_Twilight's eyes narrowed and her lips curled up into a smirk as an idea came to her. Walking over to the Changeling she loomed over her, waiting for Chrysalis to notice her._

_When Chrysalis finally stopped laughing and opened her eyes, her face shifted into an expression of confusion. "Huh? W-wha?" _

_"Payback time!" Twilight grinned mischievously as she lowered her muzzle down onto Chrysalis' bare stomach and began tickling her._

_ "Ooohh... Ah-hahah-ohahaha!" Chrysalis resumed laughing, her hooves flailing around in the air as she desperately tried to get away from Twilight._

_"S-s-STOP!"_

_Twilight lifted her head from Chrysalis' stomach. "What was that?" She asked, quickly shoving her muzzle back down and blowing a raspberry into the chitin of Chrysalis' chest when she opened her mouth to respond._

_Tears fell from Chrysalis' eyes as Twilight's hooves pressed against her sides. It was an odd sight for sure, to see the Queen of the Changelings, who had defeated Celestia single handedly, rendered helpless by the simple action of tickling. Twilight stopped torturing Chrysalis for the moment, allowing her to catch her breath. _

_Chrysalis sighed in relief, her eyes closing as she took in huge gulps of air. Her hooves fell back down to her sides and her lips twitched up into a blissful smile. She hadn't had this much fun in a_long _time. _

_Twilight couldn't help but grin as she stared down at the Changeling beneath her. The look on her face was certainly unbecoming of the queen of the Changelings, who came off as proud and arrogant. _

_It was absolutely adorable._

_"Daaaaaaaaww." Twilight couldn't prevent the sound from escaping; it was a natural reflex whenever a mare saw something adorable to let out that sound, and Twilight Sparkle was definitely no exception._

_After pushing Twilight off of her Chrysalis got back onto her hooves. "That was a lot of fun." She said, her eyes looking at Twilight with not anger, but adoration. "We should do that again sometime."_

**~End of Flashback~**

Twilight let out a wistful sigh as the flashback ended. But that soon turned into a shriek as she felt somepony breathing behind her. Spike was at Rarity's for a sleepover with Sweetie Belle, so she was at a loss as to who could be behind her. That's when it hit her. Twilight's nose scrunched up as the abhorrent smell filled her nostrils painfully. It was by far the worst thing she had ever smelt before in her life. It was the smell of _blood_.

Twilight slowly turned around to face the pony. It was a mare, and around a foot taller then her, that's all Twilight could see at the moment due to the almost complete lack of light in her room. But whoever it was, they were severely hurt, her nose could vouch for that. The pony took a single step forward, the intricate details of her hoof were revealed as she stepped out of the shadows and into the moonlight.

Twilight fought the urge to cry as she recognized who's hoof it was. This couldn't be happening, it wasn't fair! What did she do to deserve this? Using her magic Twilight dragged Chrysalis out of the shadows, and almost fainted when she saw how badly injured she was.

_"Twilight..."_

**AlphaRidley: That's the last chapter that is already posted on my Fimfiction account. Not that you care or anything. lol.**_  
_


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